Constating documents

The documents that must be filed with the government to bring a corporation into existence and define its essential characteristics. Under CBCA model statutes they consist of the articles and the by-laws. Under other corporate law regimes, they may be the letters patent or the memorandum and articles of association and the by-laws. The constating documents are sometimes referred to as a corporation’s “constitution” or “charter.” The Supreme Court of Canada described a unanimous shareholder agreement as comparable to a constating document in Duha Printers (Western) Ltd. v. The Queen, [1998] 1 S.C.R. 795 at 829.